TERMS AND CONDITIONS

1. ENGAGEMENT
   You hereby engage Enigma and Enigma hereby accepts such engagement as a consultant in the performance of the Assignment upon these Terms and Conditions, subject always to any variations which the parties may agree in writing.
   
   
2. TERM
   Enigma shall commence work on the Commencement Date and shall continue thereafter until completion of the Assignment or until or unless this Agreement is earlier terminated by either party giving to the other not less than one month’s prior written notice.
   
   
3. DUTIES OF THE CONSULTANT

   3.1	Enigma shall, while this Agreement is in force or until the satisfactory completion of the Assignment, devote such of its time, attention and abilities to the Assignment as may be reasonably necessary for the satisfactory completion thereof.
   3.2	You agree to provide Enigma with a clear brief or explanation of Your requirements for the purposes of completing the Assignment and You will ensure that all the facts given about Your product, services or any other aspect of the Assignment are accurate and in no way misleading.
   3.3	Enigma and You will co-operate fully in order to achieve the successful completion of the Assignment and You agree to assist Enigma by promptly making available all information which is relevant to the performance by Enigma of the Assignment.

   
   
4. FEES

   4.1	In consideration of the services rendered by Enigma hereunder You agree to pay to Enigma the hourly rate(s) set out overleaf for all time spent working on the Assignment (“Fees”) and You agree to pay Enigma the cost of all materials and services (“Materials”) incurred in pursuance of the Assignment.
   4.2	The Estimate set out overleaf is an estimate given by Enigma of the likely total payable in respect of the Assignment, based upon information provided by You, in particular Your brief and the scope of the Assignment as described by You. The Estimate is given for guidance only. You accept that Enigma will charge on a time and materials basis, as set out in clause 4.1 above.
   4.3	Should Enigma become aware that the Estimate is inaccurate and needs to be revised, Enigma will notify You.

   
   
5. EXPENSES
   You agree to reimburse such travelling, subsistence and other expenses (“Expenses”) as are properly incurred by Enigma in the performance of its duties under this Agreement.
   
   
6. PAYMENT

   6.1	Enigma shall invoice You monthly in arrears for all Fees, Materials and Expenses incurred in connection with the Assignment, save that Enigma reserves the right to invoice sooner if the Assignment is completed or terminated within a month of the last invoice or the Commencement Date.
   6.2	Invoices are payable within 30 days of the date on which they are rendered without set-off, deduction or withholding of any kind. Enigma reserves the right to suspend its performance under this Agreement for non-payment.
   6.3	All invoices not paid by the due date may be subject to interest on a daily basis at the rate of 5% above the National Westminster Bank Plc base rate.
   6.4	You agree and accept that any dispute or query concerning any invoice must be reasonable and must be notified to Enigma within 7 days of its date of issue, failing which invoices are deemed accepted.

   
   
7. INTELLECTUAL PROPERTY RIGHTS

   7.1

   No assignment or transfer of the copyright or any other intellectual property right in any report, documentation, information, specification, design, process, software, invention or other products, goods or services on whatever media, prepared or created by Enigma pursuant to the Assignment (“the Works”) shall be effective or deemed to be effective unless it is in writing and is signed by an authorised signatory of Enigma. Your right to use the Works shall be as specifically authorised hereunder or as otherwise agreed in writing with Enigma.

   7.2

   You hereby agree to fully indemnify and hold Enigma harmless against all losses liabilities, costs and expenses which Enigma may incur as a result of the use of any materials, documents, software or any other information provided or required by You to be used pursuant to the Assignment or any such costs incurred as a result of following Your instructions, Your brief or Your or requirements.

   
   
8. AMENDMENTS

   8.1

   You may request us to change, cancel or stop any and all plans, schedules or work-in-progress and we shall take all possible steps to comply, provided that we can do so within our contractual obligations to third parties, such as suppliers.

   8.2

   In the event of any cancellation or amendment it will be necessary for You to reimburse Enigma for any charges or expenses to which we are committed and also to pay our fees covering these items. In the event of cancellation, You agree to pay Enigma for all time spent and expenses incurred in preparing for and presenting the Assignment and all proposals in respect of the Assignment and costs incurred in the set up of the Assignment.

   
   
9. CONFIDENTIALITY

   9.1

   Neither party shall, other than with the prior written consent of the other, during or after the termination, determination or expiry of this Agreement disclose directly or indirectly to any person, firm, company or third party and shall only use for the purposes of this Agreement, any information relating to the Assignment, the other party, its business, trade secrets, customers, suppliers or any other information of whatever nature which that party or its customer or nominee marks as confidential.

   9.2

   The forgoing provisions shall not prevent the disclosure or use by either party of any information which is or hereafter, through no fault of that party, becomes public knowledge or to the extent permitted by law.

   
   
10. LIABILITY

    10.1	Enigma shall not be liable to You for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Agreement or the Assignment, its use or otherwise, except to the extent to which it is unlawful to exclude such liability under the applicable law.
    10.2	Notwithstanding the generality of 10.1 above, Enigma expressly excludes liability for any indirect, special, incidental or consequential loss or damage which may arise in respect of the Assignment or in respect of equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.
    10.3	In respect of any liability not excluded by clause 10.1 above or in the event that any exclusion contained in this Agreement shall be held to be invalid or unenforceable for any reason and Enigma becomes liable for loss or damage that may lawfully be limited, Enigma’s liability shall be limited to the total of all payments made by You under this Agreement in the twelve months preceding the relevant default.
    10.4	Enigma does not limit or exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of Enigma, its employees, agents or authorised representatives.

    
    
11. HOSTING SERVICES
    Where Enigma provides to You website hosting services (“Hosting Service”) it does so subject to the terms and conditions set out in the Schedule which forms part of this Agreement. The period, fee and notice period for the Hosting Service are set out in the Schedule.
    
    
12. TERMINATION

    12.1	Either party may by notice in writing immediately terminate this Agreement if the other party shall:-
    	12.1.1 Commit a material breach of this Agreement (which in the case of a breach capable of remedy shall not have been remedied within 30 days of receipt of a notice from the other party identifying the breach and requiring its remedy); or 12.1.2 Be unable to pay its debts or enter into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation) or compounds with or convenes a meeting of its creditors or has a receiver, administrative receiver or administrator appointed or if any circumstances arise which would entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order.
    12.2	Upon the termination of this Agreement, Enigma shall immediately deliver up to You all correspondence, reports, documents, specifications, papers, information and property (on whatever media) belonging to You which may be in its possession or under its control together with all confidential information if requested in writing to do so.
    12.3	Enigma will also upon termination deliver up to You all work in progress if requested in writing to do so and provided always that You have paid all invoices relating thereto in full. Delivery will be without prejudice to Enigma’s intellectual property rights in the same.

    
    
13. ENTICEMENT/NON-SOLICITATION
    Each party undertakes to the other that it shall not without the other’s prior written consent, either during or within twelve months after completion of the Assignment or termination of this Agreement whichever is the later, engage, employ or otherwise solicit for employment any person who, during the relevant period, was an employee of the other party or the other party’s customer or nominee as the case may be.
    
    
14. HEADINGS AND EXPRESSIONS
    The headings contained herein are for convenience of reference only and shall not affect the construction hereof. The expressions “Enigma” “You” “him” “its” or such other expressions as appear herein shall be deemed to include the masculine, feminine or plural thereof where the context so admits.
    
    
15. SEVERABILITY
    In the event that any of the terms contained herein are determined by any competent authority to be invalid or unenforceable to any extent, such term shall to the extent necessary be severed from the body of this Agreement which shall continue to be valid and enforceable to the fullest extent permitted by the Law.
    
    
16. FORCE MAJEURE
    Save for the obligations of payment set out under clause 6, neither party shall be liable to the other for any loss or damage arising due to failure to perform its obligations under this Agreement due to any cause beyond that party’s reasonable control.
    
    
17. SCOPE
    This Agreement shall take effect in substitution for all previous agreements and arrangements whether written or oral or implied between Enigma and You relating to the Assignment and all such agreements and arrangements shall be deemed to have been terminated by mutual consent with effect from the date hereof.
    
    
18. LAW
    The parties hereby agree that this Agreement and the provisions hereof shall be construed in accordance with the Laws of England and Wales and submit to the non-exclusive jurisdiction of the English courts.

SCHEDULE
THE HOSTING SERVICE

1. In consideration of Your acceptance of the terms set out in this Schedule, Enigma agrees to provide to You the website hosting service agreed with Enigma (“the Hosting Service”)
   
   
2. You agree to follow the reasonable instructions and procedures of Enigma with respect to the use of the Hosting Service and You agree to pay the fees set out above. Enigma also reserves the right to make operational changes to the Hosting Service, including the identifiers and any and all IP numbers and addresses.
   
   
3. Enigma will use its reasonable endeavours to maintain a 24 hour Internet presence for You but will not be liable for its failure to provide a continuous Hosting Service.
   
   
4. Enigma reserves the right but does not assume the obligation to inspect the content and material in Your files, e-mails, postings, website, etc., to ascertain compliance with this Agreement or any laws, regulations or codes applicable to this Agreement or to Your material. In the event of any breach or purported breach, Enigma will be entitled to permit the police or other relevant authority to inspect the same. Enigma reserves the right to suspend or withhold the Hosting Service where it reasonably believes You may be in breach of this Agreement or that Your use of the Hosting Service may be in breach of any law or infringe third party rights.
   
   
5. You will be responsible for obtaining, maintaining and testing Your own compatible computer system being all such equipment, software and communications lines, including any public lines required by You properly to access the Hosting Service ("Your Equipment"). Enigma has no responsibility for or liability with respect to Your Equipment.
   
   
6. You will ensure at all times that Your use of any software and the Hosting Service, including connection of Your Equipment to Enigma’s server, is in accordance with all applicable data protection and other laws, licences, codes of practice and regulations.
   
   
7. You acknowledge that all information, products, facilities and services offered or made available on or through the Internet are not, in general, subject to the same consumer protection legislation applicable to Your country of use and accordingly You transact entirely at Your own risk. You are entirely responsible for any of Your data held on Enigma’s server and for ensuring the back-up of the same.
   
   
8. You acknowledge that the Internet contains material of a nature which You may find offensive or that, if You view or post, publish, transmit or download such material You do so at Your own risk of prosecution.
   
   
9. The Hosting Service is provided subject to the condition that there will be no abuse or fraudulent use thereof. Abuse and fraudulent use of the Hosting Service and any relevant software shall include (without limitation):
   
   
   1. obtaining, or attempting to obtain, the Hosting Service by rearranging, tampering with, or making connection with any facilities of Enigma, or by any trick, scheme, false representation or false credit device, or by or through any other fraudulent means or devices whatsoever, with intent to avoid payment, in whole or in part, of the regular charges for the Hosting Service;
      
      
   2. attempting to, or actually obtaining, accessing, altering, or destroying the data files, programs, procedures and/or information of Enigma or of another of Enigma’s users;
      
      
   3. assisting another to perform the acts set out above;
      
      
   4. using the software or the Hosting Service in such a manner as to interfere unreasonably with the use of the Hosting Service by any other user or authorised person.
      
      
10. You acknowledge that neither the Internet nor Enigma's server is secure and accordingly Enigma cannot guarantee the privacy of any of Your information unless You use encryption software.
    
    
11. You undertake for Yourself and for any other party using Your access to the Hosting Service that Your use of the Hosting Service shall not infringe the intellectual property or other proprietary rights of any third party and You further undertake:
    
    
    1. not to send any message, e-mail or other communication which, under the laws of England & Wales, the laws of Your home jurisdiction You or under international conventions, codes or regulations applicable to the Internet:
       
       
       1. is in breach of those laws, codes or regulations including but not limited to infringement of copyright and other intellectual property rights ("IPR's"), defamation, theft, fraud, drug-trafficking, money-laundering and terrorism;
          
          
       2. may incite violence, sadism, cruelty or racial hatred;
          
          
       3. may facilitate prostitution or paedophilia;
          
          
       4. is pornographic, obscene, indecent, abusive, offensive or menacing.
          
          
    2. not to create and/or introduce into the Hosting Service any virus, worm, trojan horse, cancelbot or other destructive or contaminating program or advise any other party how to do so;
       
       
    3. to use an up-to-date virus-scanning program on all material downloaded from the Hosting Service;
       
       
    4. not to invade the privacy of other users of the Hosting Service or the Internet in general, including sending unsolicited e-mails ("spamming") nor to collect or transfer personal data on individuals without their consent;
       
       
    5. to maintain confidentiality of Your login names, passwords and other confidential information relating to Your access to the Hosting Service and Enigma;
       
       
    6. not to tamper with routing and domain name services in order to "spoof" other computer networks and users;
       
       
    7. when giving any payment or credit card information via the Hosting Service, to ensure that the same is accurate, complete and up-to-date and You have the authority to give such information.
       
       
12. You will pay or reimburse Enigma for any and all sales and use taxes, duties, or levies imposed by any government authority, or government agency (other than the property taxes and taxes levied on Enigma's net income) in connection with the software and Hosting Service provided herein.
    
    
13. You agree to pay all charges for maintenance and other Hosting Service activities, and to pay for loss or damage to the software, server or the Hosting Service caused by:
    
    
    1. use of the Hosting Service for purposes other than that for which they are specified;
       
       
    2. tampering with or attempting to adjust the Hosting Service;
       
       
    3. Your negligence; or
       
       
    4. repetitive use of non-Enigma provided software causing operational problems which would not have occurred had the correct software been used.
       
       
14. You agree that You are solely responsible for all use of the Hosting Service accessed through Your password and/or other electronic identifiers with or without Your consent and will pay for such use.
    
    
15. You acknowledge that the information, software or other material accessible over the Internet via the Hosting Service may contain viruses, worms, trojan horses, cancelbots or other harmful and destructive components.
    
    
16. YOU ACCEPT THE HOSTING SERVICE "AS IS" AND "AS AVAILABLE". Enigma hereby excludes to the fullest extent permissible under applicable law its liability to You for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Hosting Service. In no event (death or personal injury excepted) will Enigma be liable to You for any indirect incident or consequential damages arising out of the Hosting Service. Enigma’s liability to You for damages for any cause whatsoever, regardless of the form of action will be limited to the total of all payments made by You in respect of the Hosting Service in the twelve months preceding the relevant default.
    
    
17. Enigma is not liable to You or any other party who may access the Hosting Service via Your identifiers with or without Your consent ("Co-Users") for any act or omission of any other entity furnishing products or services which are required by You to use Enigma Hosting Service. Nor will Enigma be liable for any damage or loss due to the fault or negligence of You, or for the failure of any products or services provided by You via the Hosting Service.
    
    
18. Enigma is not responsible in contract or in tort for the unauthorized access to, or alteration, theft or destruction of e-mails, files, programs, or information of You by any person through accident or by fraudulent means or devices, even if such access occurs as a result of Enigma's own negligence.
    
    
19. Enigma will not be responsible to You or to any user if changes in any of Enigma's facilities, operations, procedures, products or the Hosting Service:
    
    
    1. render obsolete Your Equipment or software;
       
       
    2. require modification or alteration to Your Equipment or software ; or
       
       
    3. otherwise affect performance.
       
       
20. You undertake fully and effectively to indemnify and keep indemnified at all times Enigma against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by Enigma directly or indirectly in respect of:
    
    
    1. access to and/or use of the Hosting Service or the Internet by You or by Co-Users;
       
       
    2. any information, data or material produced, transmitted or downloaded by You or Co-Users;
       
       
    3. any breach by You or by Co-Users of any of the provisions of this Agreement or of any law, code or regulation relating thereto, to the Internet or Users.
       
       
21. Enigma will not be responsible for any delay in, or failure of, the Hosting Service or the Internet due to any occurrence commonly known as force majeure, including war, riots, embargoes, strikes, or other concerted acts of workmen (whether of Enigma or others) casualties or accidents, or any other causes, circumstances, or contingencies, beyond Enigma's control, which prevent or hinder the performance of Enigma of any of its obligations hereunder.
    
    
22. Enigma will be entitled to terminate this Agreement immediately:
    
    
    1. if Enigma discovers that You or any Co-User has been creating and downloading or uploading any of the material specified in Clause J and to report the matter to the appropriate police or other applicable authority or enforcement agency.
       
       
    2. if Enigma discovers You have been in breach of any term, condition or provision contained herein or laid down by any legal, regulatory or other authority or body in respect to the Internet or users.
    
    
23. You may terminate this Agreement by discontinuing use of the Hosting Service.
    
    
24. In the event of termination of this Agreement by Enigma under V above, Enigma will retain all payments made hereunder and deny You access via the Hosting Service to any material or data stored on the Internet.
    
    
25. You undertake that within seven (7) days after date of expiry or termination of this Hosting Service Agreement for whatever reason, You shall purge/expunge from Your Equipment Enigma's software and Enigma's material transferred and/or stored during this Agreement.